Aim6 Ventures details terms of QT with ElevateDesign

Mr. Aaron Unger reports AIM6 VENTURES PROVIDES FURTHER DETAILS OF ITS QUALIFYING TRANSACTION TO CREATE ELEVATE SERVICE GROUP - AN EMERGING NATIONAL PROVIDER OF FACILITIES MANAGEMENT & ESSENTIAL COMMERCIAL SERVICES Aim6 Ventures Inc. and ElevateDesign Ventures Inc. (Elevate) have provided further details on their proposed qualifying transaction, as such term is defined in Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange corporate finance manual. ElevateDesign is pleased to provide an update on the significant steps forward in creating a scalable, profitable and technology-enabled national facilities management platform with a strong operating history. As previously announced on Feb. 19, 2025, and July 7, 2025, the company intends to complete a business combination with ElevateDesign and its to-be-acquired operating subsidiaries, which will constitute an arm's-length reverse takeover (RTO) transaction of the company. Concurrently with the completion of the qualifying transaction, ElevateDesign intends to complete the acquisitions of Infinity Group Construction Inc. and First Choice Maintenance Inc. (FCM), as outlined below. The company also intends to change its name to Elevate Service Group Inc. The company has applied to be listed as a Tier 1 industrial issuer on the TSX-V (as defined by the policies of the TSX-V) under the ticker SERV, positioning the resulting issuer as a leading, technology-driven consolidator in a multibillion-dollar market with attractive aspects of reoccurring revenue, scale and cash flow generation. As described below, ElevateDesign expects to close its brokered private placement of approximately $8.0-million of subscription receipts and enter into a senior secured credit facility with a Schedule I Canadian bank for $10.0-million to finance the acquisitions of Infinity and FCM, and to provide capital for future growth. Closing of the qualifying transaction is expected to occur in October, 2025, and will be subject to the receipt of all requisite regulatory approvals (including the approval of the TSX-V), requisite shareholder approvals and the satisfaction of other customary conditions. Transaction highlights: $30-million revenue for 2024 with over $3-million of operating income; $8-million brokered private placement at $1 per share; $10-million senior secured credit facility from a Schedule I Canadian bank; Tier 1 TSX-V listing application; Proposed ticker of SERV; Targeted closing in October, 2025. Transaction background and business history ElevateDesign was incorporated under the Business Corporations Act (Ontario) (OBCA) in February, 2024, to strategically consolidate and modernize the facility management and essential commercial services sectors, building a portfolio of operating businesses that deliver superior customer outcomes, drive operational efficiencies, enable technology adoption and expand market reach. This transaction builds on that foundation and represents the next phase of growth for Elevate, combining proven operators, strong earnings and growth capital to drive expansion across Canada. ElevateDesign intends to deliver comprehensive and fully integrated facility services to clients across retail, food service, hospitality, health care, and commercial real estate. Built upon a foundation of stable recurring revenue with a scalable operating model, Elevate's strategy is to create value from both organic expansion and through the acquisition of profitable and complementary companies. The platform's focus on modernization, efficiency and reoccurring services aligns with demand for defensive, cash-generating business models. By combining strong regional operators under one national platform, ElevateDesign aims to modernize an industry with scale, technology integration and customer-focused service. "This transaction is about pairing earnings and reoccurring revenue with disciplined growth," said Paul Bissett, proposed chief executive officer of the resulting issuer. "Infinity and FCM bring two decades of trusted service, national client relationships and consistent profitability that we intend to amplify through technology, growth capital and operational excellence." "Elevate represents the type of enduring, cash-generating business our family office was designed to support," said Romeo Di Battista Jr., proposed chairman of the resulting issuer. "We see a long runway of shareholder value creation through focused acquisitions and by supporting exceptional operators with institutional governance, patient capital and a long-term ownership mindset." On Feb. 14, 2025, ElevateDesign entered into a definitive agreement to acquire Infinity and FCM as core platform operating companies. Founded in 2003, Infinity and FCM are national facility management businesses specializing in comprehensive facility management solutions for retailers, restaurants and property managers. Primary services include plumbing, electrical, equipment repair, design-build renovations, recurring preventive maintenance and data-driven solutions. Infinity and FCM share common ownership and operating systems, and bring over 20 years as trusted partners focused on exceptional service, long-term client relationships and tech-enabled solutions. Infinity and FCM's combined operations generate approximately $30-million of annual revenue with consistent profitability and national blue-chip clients. The acquisition of Infinity and FCM provides ElevateDesign with immediate scale, profitability and national reach, serving as a high-quality cornerstone for its consolidation strategy. The aggregate purchase price of the Infinity-FCM transaction comprises: (a) $8.1-million in cash, which shall be paid on completion of the Infinity-FCM transaction; (b) $6.35-million, subject to postclosing increases or decreases for certain indebtedness and determinations of working capital relative to target amounts specified in the acquisition agreement, to be satisfied by the issuance of an interest-bearing promissory note, including the following terms and conditions: (i) a term of three years; (ii) interest accruing, not compounded, at a rate of 2 per cent for the first year, 3 per cent for the second year and 4 per cent for the third year, and payable on maturity; and (iii) if the promissory note is not fully paid within three years, the interest rate shall automatically increase to 8 per cent per annum beginning on the first day of the fourth year, and shall further increase to 10 per cent per annum beginning on the first day of the fifth year and continuing until the promissory note is fully paid; and (c) the issuance of $4-million of resulting issuer shares (as defined below), which shall be issued at the same price per share as the subscription receipts issued as part of the private placement. Concurrently with the completion of the qualifying transaction, ElevateDesign expects to complete the acquisitions of Infinity and FCM, each of which will become a wholly owned subsidiary of Elevate. An attached table sets out selected aggregate financial information of Infinity and FCM for the years indicated therein. Infinity and FCM have delivered consistent revenue growth, durable profitability and strong cash flow generation over two decades. The financial results of Infinity and FCM include certain items that are considered non-recurring by management of Elevate, including one-time professional, accounting and legal fees related to the sale of Infinity and FCM, and certain non-operating expenses incurred by the shareholders of Infinity and FCM. These results underscore the stability of the business model and the underlying strength of the client base across national retail and commercial customers. This historical profitability provides a solid foundation for Elevate's next phase of growth as a publicly traded consolidator. Financial information of Elevate The financial results of ElevateDesign primarily represent start-up costs and non-recurring expenses related to establishing the platform, sourcing and pursuing the proposed Infinity-FCM transaction, as well as the anticipated qualifying transaction. Following completion of the qualifying transaction, ElevateDesign is expected to transition rapidly from a development-stage platform to a profitable, cash-flow-positive operating company with meaningful scale and growth capacity. Proposed management and board of directors Upon completion of the qualifying transaction, it is anticipated that the current directors and officers of the company, except for Aaron Unger, will resign, and the board of directors and management of the resulting issuer will be reconstituted to comprise the individuals set out below. Together, the incoming leadership team combines institutional capital markets experience, entrepreneurial ownership, and operational depth across industrial services, construction and real estate -- aligning Elevate's growth vision with disciplined execution. Romeo Di Battista Jr., proposed chairman of the resulting issuer Romeo Di Battista Jr. founded Westmount Park Investments, a second-generation family office and long-term investor built on a foundation of 50 years of successfully owning, managing and investing in businesses across several industries, including real estate, manufacturing, food processing, construction and technology. He was previously the chief executive officer of Brovi Investments Ltd. for 20 years, a real estate investment firm founded by his father Romeo Di Battista Sr. over 40 years ago. He brings over two decades of leadership and success. His expertise lies in identifying and seizing unique opportunities, creating great investments through strong leadership, and the introduction of professional management teams. His strong network provides the foundation for the success of the Westmount Park model and its affiliated group of companies. Paul Bissett, proposed CEO and director of the resulting issuer Mr. Bissett is a former senior investment banker with over a decade of business advisory, management, M&A (merger and acquisition), financing and capital markets experience across various sectors, including business services and diversified industrials. Mr. Bissett spent 13 years at Stifel Financial and GMP Securities (acquired by Stifel in 2019), most recently as a managing director working with executive teams and boards to lead their capital markets, financing and M&A initiatives. Mr. Bissett was directly responsible for dozens of notable transactions, including equity financings, debt financings, acquisitions and divestitures representing billions in transaction value. Previously, Mr. Bissett held M&A and corporate strategy roles for a major utility services business and began his career working at Deloitte in the transaction services group, conducting financial and operational due diligence on behalf of corporate and private equity clients. Mr. Bissett holds a bachelor of commerce (honours) degree from Queen's University and a CPA designation. Harjit Brar, proposed chief financial officer, secretary and director of the resulting issuer Mr. Brar is an accomplished financial executive. Mr. Brar is the former CFO of RediShred Capital Corp., a business services company focused on document shredding, security and digitization that was publicly traded on the TSX Venture Exchange and acquired by VRC Companies for $138-million in 2025. While at RediShred, Mr. Brar was directly responsible for all aspects of financial management, accounting and reporting. Previously, Mr. Brar held senior financial roles at a number of public companies, including Lifeworks, which traded on the Toronto Stock Exchange prior to being acquired by Telus in 2022. He began his career at Ernst & Young in the assurance practice, earning a CPA designation, and graduated from York University with a bachelor of commerce degree. Dwayne Roberts, president of Infinity and FCM Mr. Roberts has been the driving force behind Infinity and FCM's growth and expansion over the past 18 years. Mr. Roberts's commitment to the highest standards of quality and excellence has earned Infinity and FCM a reputation for exceptional craftsmanship and client satisfaction. Mr. Roberts has deep industry expertise and relationships, and is a trusted partner to his clients. Mr. Roberts focuses on team building and fostering a collaborative work environment to empower employees. Gary Raulino, founder of Infinity and FCM Mr. Raulino is a highly accomplished leader with over 20 years of experience in the facility management industry. As the founder of Infinity and FCM, he has driven the company to new heights, establishing it as a prominent player in the industry. Mr. Raulino oversees all aspects of the company's operations, including financial performance, business development and operational efficiency. Mr. Raulino's ability to anticipate market demands and adapt to changing industry dynamics has been instrumental in the sustained growth of Infinity and FCM. His focus on continuous improvement and staying at the forefront of industry trends ensures that Infinity and FCM remain at the cutting edge of technology and innovation. Aaron Unger, proposed director of the resulting issuer Mr. Unger is a principal of Bayline Capital Partners, a financial advisory firm that is engaged in providing clients with advisory services relating to finance raising, corporate strategic alternatives and go-public transactions. Mr. Unger is a seasoned corporate finance professional with extensive experience in structuring and executing financings (equity and debt), and mergers and acquisitions. Between June, 2006, and October, 2015, Mr. Unger served on the executive management team and was the head of equity capital markets at Dundee Capital Markets. Prior to that, he served in the equity capital markets group and investment banking group at TD Securities. His career began in the corporate finance group of KPMG, where Mr. Unger specialized in mid-market M&A. He has an LLB from Osgoode Hall Law School in Toronto, an MBA from The European University in Montreux, Switzerland, and a BA from the University of Western Ontario. He is a member of the Law Society of Ontario. Sebastien Koechli, proposed director of the resulting issuer Mr. Koechli brings over 15 years of experience in private equity investing, M&A and corporate finance across a broad range of industries in Canada and internationally. Mr. Koechli is currently a managing director at Helia Capital, a single-family office and capital partner focused on helping small and medium-sized businesses achieve transformational growth and transition from founder-led to professionally managed enterprises. Mr. Koechli leads Helia's investment activities, and is responsible for sourcing and evaluating potential investment opportunities, structuring transactions, leading due diligence, and ensuring effective governance of portfolio companies at the board level. He is actively involved with Helia Capital's portfolio companies, including Fusion Homes, Childventures Early Learning Academy, Plant Power Restaurant Group and GoLaser Clinics. Previously, Mr. Koechli held various roles in Europe and North America, including managing director of a Swiss-based family office and deputy head of securities for EFG International, a global private banking and asset management group. Mr. Koechli holds a BA and an MSc in finance and management from HEC Lausanne. Details of the acquisition agreement and qualifying transaction On July 7, 2025, the acquisition agreement in respect of the qualifying transaction was entered into by the company, ElevateDesign and 1001280684 Ontario Inc. (Subco), a wholly owned subsidiary of the company incorporated for the purpose of completing the amalgamation (as defined herein). The acquisition agreement provides for, among other things, a three-cornered amalgamation under the OBCA, among the company, ElevateDesign and Subco, pursuant to which: ElevateDesign will amalgamate with Subco under Section 174 of the OBCA to form one corporation; Each common share of ElevateDesign outstanding immediately prior to the effective time of the closing of the qualifying transaction that is held by a shareholder of ElevateDesign will be exchanged for one postconsolidation common share (as defined below). In addition, prior to the effective time, the company intends to effect: (i) a consolidation of its outstanding common shares on the basis of 8.695652 preconsolidation common shares for every one postconsolidation common share; and (ii) effect a change of its corporate name to Elevate Service Group or such other name as agreed to by the company and Elevate, and acceptable to the applicable regulatory authorities. Completion of the Infinity-FCM transaction is required for acceptance of the qualifying transaction by the TSX-V. The resulting issuer is expected to have 31,558,500 resulting issuer shares outstanding following completion of the qualifying transaction and after giving effect to the private placement, assuming the issuance of eight million subscription receipts in connection with the private placement. In connection with the qualifying transaction, 1.85 million restricted share units will be granted to directors and consultants of the resulting issuer. Consolidated capitalization An attached table outlines the expected number of resulting issuer shares to be outstanding after giving effect to the qualifying transaction. Details of the credit facility ElevateDesign has also entered into a $10.0-million senior secured credit facility with a Schedule I Canadian bank, comprising a term loan amortized over seven years, a revolving credit facility and a revolving capital expenditure facility, providing financing to partially finance the acquisition of Infinity and FCM, finance working capital needs, and finance equipment and vehicle purchases. The credit facility has an initial term of 30 months. Details of the private placement financing In connection with and as a condition to the qualifying transaction, ElevateDesign intends to complete an equity financing through a private placement of approximately 8.0 million subscription receipts at a price of $1 per subscription receipt for gross proceeds of approximately $8.0-million. Pursuant to the terms of the subscription receipt agreement (as defined below), each subscription receipt shall automatically be exchanged, without payment of any additional consideration, for one ElevateDesign share upon satisfaction of the escrow release conditions (as defined below), which ElevateDesign shares shall then be forthwith exchanged for resulting issuer shares pursuant to the completion of the qualifying transaction. ElevateDesign has engaged Beacon Securities Ltd. to serve as lead agent on a commercially reasonable best efforts basis in connection with the private placement. The subscription receipts will be sold to accredited investors pursuant to exemptions from prospectus requirements under Canadian securities laws and/or in jurisdictions other than Canada that are mutually agreed to by ElevateDesign and Beacon. The net proceeds of the private placement will be used to support the Infinity-FCM transaction, for investments in technology, building and fleet, to support potential acquisitions, and for working capital and general corporate purposes. The private placement is expected to close on or about Oct. 9, 2025. The company has granted Beacon and a syndicate of agents an option, exercisable in whole or in part by Beacon, by giving notice to the company at any time up to 48 hours prior to the closing of the private placement to sell up to an additional number of subscription receipts equal to 15 per cent of the base private placement size at the issue price. At closing of the private placement, the proceeds from the private placement, including the agents' fee (as defined herein) less certain expenses, shall be placed in escrow with a Canadian trust company and invested pursuant to the terms of a subscription receipt agreement, to be entered into among Elevate, the company, Beacon and the subscription receipt agent. Upon satisfaction of certain conditions for the release of the escrowed funds to be set forth in the subscription receipt agreement (including confirmation from ElevateDesign of the satisfaction or waiver of all conditions to the qualifying transaction and receipt of all required stock exchange, regulatory and shareholder approvals for the qualifying transaction) and prior to the deadline for their release stipulated in the subscription receipt agreement, the subscription receipt agent will release the escrowed funds, less the agents' fee and other expenses. In the event that the escrow release conditions are not satisfied on or before the stipulated deadline, the gross proceeds will be returned to the holders of the subscription receipts and the subscription receipts will be automatically cancelled. The agents will be paid a cash fee of 7.0 per cent of the gross proceeds of the private placement. Notwithstanding the foregoing, the agents' fee will be reduced to 2.5 per cent for gross proceeds received by certain parties identified by Elevate. The agents will also be granted a number of compensation options equal to 7.0 per cent of the number of subscription receipts issued to investors in the private placement (reduced to 2.5 per cent for president's list subscribers). Each compensation option will be exercisable for one share of the resulting issuer (subject to any necessary adjustment) at the issue price for a period of 24 months following satisfaction of the escrow release conditions. Company shareholder approval The qualifying transaction is not a non-arm's-length qualifying transaction (as defined in the policies of the TSX-V) and, accordingly, the company is not required to obtain the approval of its shareholders for the qualifying transaction. However, the company held a special meeting of its shareholders on Aug. 8, 2025, at which the shareholders of the company approved certain matters ancillary to the qualifying transaction, including the name change, the consolidation, the election of the proposed directors of the resulting issuer and the adoption of a new omnibus incentive plan for the resulting issuer. Conditions precedent The completion of the qualifying transaction remains subject to a number of terms and conditions set forth in the acquisition agreement, including, among other things: (i) there being no material adverse change in respect of either of the parties thereto; (ii) the receipt of all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the TSX-V, subject only to customary conditions of closing; (iii) the completion of the consolidation, name change, private placement, credit facility and the Infinity-FCM transaction. Additional information For additional information relating to the terms of the acquisition agreement, please refer to a copy of the acquisition agreement, which will be filed and made available in due course on SEDAR+ under the company's issuer profile, as well as the news releases dated Feb. 19, 2025, and July 7, 2025, which are available on SEDAR+ under the company's issuer profile. Future updates in respect of the qualifying transaction will be provided in a subsequent news release, and additional information concerning the qualifying transaction, the company, ElevateDesign and the resulting issuer will be provided in the filing statement to be filed by the company and ElevateDesign in connection with the qualifying transaction, which will be available in due course under the company's SEDAR+ profile. About Aim6 Ventures Inc. Aim6 was incorporated under the OBCA on Jan. 13, 2021, and is a capital pool company (as defined in the policies of the TSX-V) listed on the TSX-V. Aim6 has no commercial operations and no assets other than cash. We seek Safe Harbor.